Exhibit 15.2
SERVICING AND DISTRIBUTION AGREEMENT
Gentlemen:
We wish to enter into this Servicing and Distribution Agreement
("Agreement") with you concerning the provision of distribution services
(and, to the extent provided below, support services) to your clients
("Clients") who may from time to time acquire and beneficially own shares
("Shares") of Eastcliff Funds, Inc. (the "Fund").
The terms and conditions of this Agreement are as follows:
Section 1. You will provide reasonable assistance in connection
with the distribution of Shares to Clients as requested from time to time,
which assistance may include forwarding sales literature and advertising
provided by us for Clients. In addition, you agree to provide the
following support services to Clients who may from time to time acquire
and beneficially own Shares: (i) processing dividend and distribution
payments from us on behalf of Clients; (ii) providing information
periodically to Clients showing their positions in Shares; (iii) arranging
for bank wires; (iv) responding to Client inquiries relating to the
services performed by you; (v) providing subaccounting with respect to
Shares beneficially owned by Clients or the information to us necessary
for subaccounting; (vi) if required by law, forwarding shareholder
communications from us (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax
notices) to Clients; (vii) assisting in processing purchase, exchange and
redemption requests from Clients and in placing such orders with our
service contractors; (viii) assisting Clients in changing dividend
options, account designations and addresses; and (ix) providing such other
similar services as we may reasonably request to the extent you are
permitted to do under applicable statutes, rules and regulations.
Section 2. You will provide such office space and equipment,
telephone facilities and personnel (which may be any part of the space,
equipment and facilities currently used in your business, or any personnel
employed by you) as may be reasonably necessary or beneficial in order to
provide the aforementioned assistance and services to Clients.
Section 3. Neither you nor any of your officers, employees or
agents are authorized to make any representations concerning us or the
Shares except those contained in our then current prospectus and statement
of additional information for Shares, copies of which will be supplied by
us to you, or in such supplemental literature or advertising as may be
authorized by us in writing.
Section 4. For all purposes of this Agreement you will be
deemed to be an independent contractor, and will have no authority to act
as an agent for us in any matter or in any respect. By your written
acceptance of this Agreement, you agree to and do release, indemnify and
hold us harmless from and against any and all direct or indirect
liabilities or losses resulting from requests, directions, actions or
inactions of or by you or your officers, employees or agents regarding
your responsibilities hereunder or the purchase, redemption, transfer or
registration of Shares (or orders relating to the same) by or on behalf of
Clients. You and your employees will, upon request, be available during
normal business hours to consult with us or our designees concerning the
performance of your responsibilities under this Agreement.
Section 5. In consideration of the services and facilities
provided by you hereunder, we will pay to you, and you will accept as full
payment therefor, a fee at the annual rate of ____% of the average daily
net asset value of the Shares beneficially owned by your Clients for whom
you are the dealer of record or holder of record or with whom you have a
servicing relationship (the "Clients' Shares"), which fee will be computed
daily and payable monthly. For purposes of determining the fees payable
under this Section 5, the average daily net asset value of the Clients'
Shares will be computed in the manner specified in our Registration
Statement (as the same is in effect from time to time) in connection with
the computation of the net asset value of Shares for purposes of purchases
and redemptions. The fee rate stated above may be prospectively increased
or decreased by us, in our sole discretion, at any time upon notice to
you. Furthermore, we may, in our discretion and without notice, suspend
or withdraw the sale of Shares, including the sale of Shares to you for
the account of any Client or Clients.
Section 6. Any person authorized to direct the disposition of
monies paid or payable by us pursuant to this Agreement will provide to
our Board of Directors, and our Directors will review, at least quarterly,
a written report of the amounts so expended and the purposes for which
such expenditures were made. In addition, you will furnish us or our
designees with such information as we or they may reasonably request
(including, without limitation, periodic certifications confirming the
provision to Clients of the services described herein), and will otherwise
cooperate with us and our designees (including, without limitation, any
auditors designated by us), in connection with the preparation of reports
to our Board of Directors concerning this Agreement and the monies paid or
payable by us pursuant hereto, as well as any other reports or filings
that may be required by law.
Section 7. We may enter into other similar Agreements with any
other person or persons without your consent.
Section 8. By your written acceptance of this Agreement, you
represent, warrant and agree that: (i) the compensation payable to you
hereunder, together with any other compensation you receive from Clients
for services contemplated by this Agreement, will not be excessive or
unreasonable under the laws and instruments governing your relationships
with Clients; and (ii) you will provide to Clients a schedule of any fees
that you may charge to them relating to the investment of their assets in
Shares. In addition, you understand that this Agreement has been entered
into pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"Act"), and is subject to the provisions of said Rule, as well as any
other applicable rules or regulations promulgated by the Securities and
Exchange Commission.
Section 9. This Agreement will become effective on the date a
fully executed copy of this Agreement is received by us or our designee.
Unless sooner terminated, this Agreement will continue until
____________________, and thereafter will continue automatically for
successive annual periods provided such continuance is specifically
approved at least annually by us in the manner described in Section 12.
This Agreement is terminable, without penalty, at any time by us (which
termination may be a vote of a majority of the Disinterested Directors as
defined in Section 12 or by vote of the holders of a majority of the
outstanding Shares of the Fund) or by you upon notice to the other party
hereto. This Agreement will also terminate automatically in the event of
its assignment (as defined in the Act).
Section 10. All notices and other communications to either you
or us will be duly given if mailed, telegraphed, telexed or transmitted by
similar telecommunications device to the appropriate address stated
herein.
Section 11. This Agreement will be construed in accordance with
the laws of the State of Minnesota.
Section 12. This Agreement has been approved by vote of a
majority (i) of our Board of Directors and (ii) those Directors who are
not "interested persons" (as defined in the Act) of us and have no direct
or indirect financial interest in the operation of the Service and
Distribution Plan adopted by us or in any agreement related thereto cast
in person at a meeting called for the purpose of voting on such approval
("Disinterested Directors").
If you agree to be legally bound by the provisions of this
Agreement, please sign a copy of this letter where indicated below and
promptly return it to us at
_______________________________________________________________________.
Very truly yours,
EASTCLIFF FUNDS, INC.
Date: ___________________ By: _____________________________
Accepted and Agreed to:
[Shareholder Organization]
Date: ___________________ By: _____________________________
___________________________________
(address)
___________________________________
